Lobbying Expenditures Disclosure
2016 – Allergan, Inc.
WHEREAS, we believe in full disclosure of Allergan’s direct and indirect lobbying activities and expenditures to assess whether Allergan’s lobbying is consistent with its expressed goals and in the best interests of stockholders.
RESOLVED, the stockholders of Allergan request the preparation of a report, updated annually, disclosing:
1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
2. Payments by Allergan used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
3. Allergan’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.
4. Description of the decision making process and oversight by management and the Board for making payments described in sections 2 and 3 above.
For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Allergan is a member.
Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.
The report shall be presented to the Audit Committee or other relevant oversight committees and posted on Allergan’s website.
Supporting Statement: As stockholders, we encourage transparency and accountability in the use of corporate funds to influence legislation and regulation both directly and indirectly. Allergan spent $4.03 million in 2011 and 2012 on direct federal lobbying activities (opensecrets.org). These figures do not include lobbying expenditures to influence legislation in states, where Allergan also lobbies but disclosure is uneven or absent. For example, AbbVie spent $405,685 on lobbying in California in 2013 and 2014 (http://cal-access.ss.ca.gov/). Allergan’s lobbying on tax inversions has attracted media scrutiny (“Pfizer-Allergan Deal May Revive Inversions Fury,” Politico, Oct. 30, 2015).
We commend Allergan for ending its membership in the American Legislative Exchange Council in 2015. However, serious disclosure gaps remain. Allergan lists its membership of the Biotechnology Industry Organization (“BIO”). In 2013 and 2014, BIO spent $16.25 million on lobbying. Allergan is also a member of the Pharmaceutical Research and Manufacturers of America (PhRMA), but does not disclose this. PhRMA spent over $34.5 million on lobbying in 2013 and 2014. Allergan does not fully disclose its trade association memberships, nor payments and the portions used for lobbying on its website. Absent a system of accountability, company assets could be used for objectives contrary to Allergan’s long-term interests.
Transparent reporting would reveal whether company assets are being used for objectives contrary to Allergan’s long-term interests.